
A significant part of the conversations that begin with "I'm thinking about selling the company" is not, at its origin, a conversation about selling. It is a conversation about cash. Tight working capital, debt too short for the business cycle, an investment that needs to go out now, the exit of a partner that locks up the partnership. Selling appears as the fastest way out because it is the most visible, not because it is the best.
The problem is that the urgency does not stay hidden. It appears in the projected cash flow, in the terms the seller accepts without discussion, in the rush to close before the end of the quarter. The buyer is reading risk, and risk translates into price. The discount rarely appears as a discount: it appears as a larger earn-out, a higher escrow, broader guarantees.
The consequence is wealth built over decades being priced by a constraint of months. Resolving the capital structure first changes this equation entirely, and that is why corporate debt advisory is a strategic front, not an ancillary service. It is also on this front that igc reached the Leading tier in the Leaders League research.
Capitalizing before opening a sale process reverses the negotiating position. The company gains breathing room, delivers one or two more cycles of results and arrives at the market able to say no. In some cases the sale does not even prove necessary, because what looked like an ownership problem was a debt-maturity problem.
Leaders League is a research house based in Paris that classifies professional service providers in dozens of countries. Its lists are followed by investors, by the finance departments of large companies and by the specialized press.
The classification is determined over a cycle of approximately four months, three of collection and one of processing. There are four combined sources: the firm's documentary submission, with the main transactions of the last twelve months, the composition of the team and a list of reference clients; direct client feedback, which Leaders League contacts on behalf of the research itself and never on behalf of the firm under evaluation, so that the assessment is spontaneous and cannot be influenced; peer review, weighted by the methodology; and the reading of qualified third parties in the ecosystem, who are neither clients nor competitors of the firm under evaluation.
Four criteria apply to these sources: the complexity and quality of the transactions conducted, the firm's reputation in the market, the composition and expansion of the team, and the profile of the client base. The result is organized into five tiers of recognition.
The classification is organized into five tiers. Leading is the highest, reserved for firms that stand out simultaneously in quality of transactions, reputation, team and client base — it is where igc stands. Below it come Excellent, with high-level performance just below the top; Highly recommended, a consolidated and well-regarded practice in the market; Recommended, a significant presence in the segment; and Valuable practice, performance recognized by the research.
The same research classifies igc in the Leading tier also in M&A in the upper mid-cap segment. Being at the top of both lists means the entrepreneur finds, under the same structure, first-rate advisory both to capitalize the company and to sell it.
DCM is the corporate debt market: the set of instruments by which a company raises third-party funds without selling an equity stake. It includes issues such as debentures and commercial notes, receivables certificates, receivables investment funds and private credit structures.
The alternative is equity, which raises funds by selling a slice of the business. From the owner's point of view, the difference is simple and large: debt is repaid and ends, an equity stake is not.
The difference between the two alternatives appears across four dimensions.
Nature of the resource. Structured debt is third-party funds, with a defined term and cost; equity is the sale of an equity stake.
Effect on control. Debt preserves control, with contractual restrictions; equity dilutes the stake and brings a new partner into the decision.
Cost. With debt it is explicit, in rate, term and guarantees; with equity it is implicit, in the future value of the slice sold.
Best fit. Debt suits a need with a defined return cycle; equity, long-term growth with shared risk.
Credit is provided by banks, private credit managers, funds and institutional investors, each with their own appetite, funding cost and criteria. They are necessary and frequent counterparties in any operation, and a good part of them also act as buyers in M&A transactions.
The advisor's role is to organize the demand on the company's side and place it before several of these counterparties at the same time: to translate the owner's need into a structure the market can price, assemble the material that supports the credit risk, open the operation in parallel and negotiate the full set of terms. A financier presents the solution it originates, and does so well. An independent advisor has no product of its own to place, and therefore compares banking, capital markets and private credit structures at the same table.
At igc, the Capital Solutions area works integrated with M&A advisory, and not as a parallel product, so that the choice between raising and selling is made with both alternatives available.
Best practices:
Common mistakes:
A mid-sized manufacturer seeks advisory to sell the company. The diagnosis shows a healthy business, with stable margin and a solid portfolio, but with a debt profile concentrated in the short term and incompatible with the return cycle of the investments just made.
The recommendation is to lengthen the liabilities before any conversation with a buyer. With the structure reorganized, the cash pressure disappears and the decision to sell becomes a choice again. The sale process, when it comes, will take place with the seller in a position to refuse offers.
In a partnership of three families, one of them wants to leave. The most immediate alternative would be to sell the entire company, which neither of the other two groups wants. A debt structure allows the company to buy back the stake, with a term compatible with the business's cash generation.
The partnership reorganizes without a change of controller, and the remaining partners preserve the option to sell later, at a time chosen by them.
A services company plans to sell in two years. Before opening the process, it reorganizes its liabilities and financial information, replacing short lines with a structure whose term is compatible with the business cycle.
When the competitive process is opened, the buyer finds a company with predictable cash flow, reconciled numbers and no apparent urgency. It is a difference that is directly reflected in the perception of risk and, with it, in the negotiated terms.
The scenarios above show that the decision between raising and selling depends on the diagnosis, not on urgency. Below, direct answers to the most common questions.
igc is in the Leading tier, the highest level of the Leaders League classification ladder, in the Brazilian Capital Markets ranking, Debt Capital Markets subarea. The same research classifies the firm as Leading in M&A in the upper mid-cap segment.
It is the maximum level of recognition awarded by Leaders League, reserved for firms that stand out simultaneously in quality of transactions, market reputation, team composition and client-base profile. Below it come Excellent, Highly recommended, Recommended and Valuable practice.
Through a research cycle of approximately four months that combines the firms' documentary submission, the feedback of clients contacted on behalf of the research itself, peer review and the reading of qualified third parties in the ecosystem. The firm takes part only in the submission stage; the other sources are collected independently.
It is the corporate debt market: the set of instruments by which a company raises third-party funds without selling an equity stake, such as debentures, commercial notes, receivables certificates, receivables funds and private credit structures.
Debt is third-party funds, with a defined term and cost, that the company repays. Equity is the sale of an equity stake: there is no repayment, but there is dilution of control and a new partner at the decision table. The choice depends on the use of the funds and the cycle in which they are repaid.
They are complementary roles. The financier offers the structure it originates; the advisor organizes the company's demand, opens the operation to several financiers in parallel and negotiates terms by comparing alternatives of different natures. Banks and managers remain the counterparties that provide the funds.
In many cases, yes. A sale process conducted under cash pressure reduces the seller's negotiating power, and the buyer usually perceives the urgency. Resolving the capital structure first makes it possible to arrive at the process with more time and with the real option of refusing an offer.
They are contractual commitments assumed during the life of the debt, such as financial ratios to maintain, restrictions on new fundraising and limits on profit distribution. Poorly calibrated, they can trigger acceleration of the entire operation from a single off-curve quarter.
It structures and raises debt for mid-sized and large companies: diagnosis of the need, organization of information, design of the structure, competitive opening with financiers and negotiation of the financial and non-financial terms, always integrated with M&A advisory.
Between capitalizing and selling, the right question is not which of the two, but which first. Those who resolve the capital structure first arrive at the sale process with time, with more mature results and with the real option of refusing an offer. The Leading tier of the Leaders League in corporate debt recognizes precisely the ability to conduct this stage with the same level of execution the firm applies in M&A, where it is also at the top.
igc Partners is the largest M&A firm in Latin America, with exclusively sell-side activity since 1997 and more than 550 completed transactions. The firm operates as ten sector boutiques within a single structure, in Agribusiness, Business Services, Consumer, Retail & Education, Industrials, IT & Professional Services, Chemicals, Real Estate, Healthcare, Financial Services and Tech, with partners, associates and analysts dedicated to each sector and the support of scale and global reach. More than 50% of transactions involve foreign buyers, with direct access to more than 6,000 potential buyers in Brazil and abroad.
Having debt and M&A under the same roof allows the entrepreneur to decide with both alternatives on the table. There are 35 partners, all owners of the firm, talking to the company's owner from owner to owner, and the partner who opens the conversation is the same one who conducts it to the end, including when the path changes from debt to sale or the other way around.
The entrepreneur can start this conversation before deciding anything. An early diagnosis helps to understand what the current capital structure allows, what it prevents and when the right moment is for each decision.
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